-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FNZcxU5oJqtke829T9b3qkvAA/o8hpFOFTfkzmjY5kgJCk3EYkQGVDS+pkWAuGYB 0elhmGyTU3jvb/CfOk6NsA== 0000894579-95-000123.txt : 19951003 0000894579-95-000123.hdr.sgml : 19951003 ACCESSION NUMBER: 0000894579-95-000123 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950929 SROS: NASD GROUP MEMBERS: ALEXANDER M. MILLEY GROUP MEMBERS: DORT A. CAMERON, III GROUP MEMBERS: EBD, L.P. GROUP MEMBERS: ELX LIMITED PARTNERSHIP GROUP MEMBERS: MILLEY & COMPANY GROUP MEMBERS: MILLEY ALEXANDER M GROUP MEMBERS: THE AIRLIE GROUP, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELXSI CORP /DE// CENTRAL INDEX KEY: 0000712843 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 770151523 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35748 FILM NUMBER: 95577570 BUSINESS ADDRESS: STREET 1: 4209 VINELAND ROAD SUITE J-I CITY: ORLANDO STATE: FL ZIP: 32811 BUSINESS PHONE: 4078491090 MAIL ADDRESS: STREET 1: 4209 VINELAND ROAD STREET 2: SUITE J-1 CITY: ORLANDO STATE: FL ZIP: 32811 FORMER COMPANY: FORMER CONFORMED NAME: ELXSI CORP /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ELXSI LTD DATE OF NAME CHANGE: 19870920 FORMER COMPANY: FORMER CONFORMED NAME: TRILOGY LTD DATE OF NAME CHANGE: 19870127 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLEY ALEXANDER M CENTRAL INDEX KEY: 0001000247 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4209 VINELAND RD STREET 2: STE J-1 CITY: ORLANDO STATE: FL ZIP: 32811 BUSINESS PHONE: 4078499800 MAIL ADDRESS: STREET 1: 4209 VINELAND RD STREET 2: STE J-1 CITY: ORLANDO STATE: FL ZIP: 32811 SC 13D/A 1 THIS SCHEDULE 13D AMENDMENT WAS PREVIOUSLY FILED IN PAPER FORMAT AND IS NOW BEING FILED (WITHOUT EXHIBITS) PURSUANT TO RULE 101(a)(2)(ii) OF REGULATION S-T AND RULE 13d-2(c) UNDER THE SECURITIES EXCHANGE ACT OF 1934. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D** Under the Securities Exchange Act of 1934 (Amendment No. 2)* ELXSI Corporation - ---------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $0.001 Per Share - ---------------------------------------------------------------- (Title of Class of Securities) 268613106 ------------------------------ (CUSIP Number) Mr. W. Robert Cotham 2600 First City Bank Tower, Fort Worth, Texas 76102 (817)390-8465 --------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 23, 1990 ------------------------------------ (Date of Event which Requires Filing of this Statement) Check the following box if a fee is being paid with the statement [ ]. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). **The total number of shares reported herein is 45,298,440, which constitutes approximately 32.5% of the total number of shares outstanding, assuming, pursuant to Rule 13d-3(d)(1)(i), that there are 139,467,707 shares outstanding. Unless otherwise specifically stated, all ownership percentages set forth herein assume that there are 115,414,267 shares outstanding. PAGE 13D CUSIP No. 268613-106 Page 2 of __ Pages _________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Airlie Group, L.P. _________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] _________________________________________________________________ 3) SEC USE ONLY _________________________________________________________________ 4) SOURCE OF FUNDS WC _________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _________________________________________________________________ NUMBER 7) SOLE VOTING POWER OF 38,780,940 (1)(2) SHARES _______________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY -0- EACH _______________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 38,780,940 (1)(2) WITH _______________________________________________ 10) SHARED DISPOSITIVE POWER -0- _________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,780,940 (1) _________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] _________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.6% (3) _________________________________________________________________ 14) TYPE OF REPORTING PERSON PN _________________________________________________________________ (1) Assumes the exercise of Series A Warrants to acquire 20,290,940 shares of the Stock (2) Power is exercised through its sole general partner, EBD L.P. (3) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that there are 135,705,207 shares of the Stock outstanding PAGE 13D CUSIP No. 268613-106 Page 3 of __ Pages _________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EBD L.P. _________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] _________________________________________________________________ 3) SEC USE ONLY _________________________________________________________________ 4) SOURCE OF FUNDS Not Applicable _________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _________________________________________________________________ NUMBER 7) SOLE VOTING POWER OF 38,780,940 (1)(2)(3) SHARES _______________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY -0- EACH _______________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 38,780,940 (1)(2)(3) WITH _______________________________________________ 10) SHARED DISPOSITIVE POWER -0- _________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,780,940 (1)(3) _________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] _________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.6% (4) _________________________________________________________________ 14) TYPE OF REPORTING PERSON PN _________________________________________________________________ (1) Assumes the exercise of Series A Warrants to acquire 20,290,940 shares of the Stock (2) Power is exercised through its two general partners, Dort A. Cameron III and TMT-FW, Inc. (3) Solely in its capacity as the sole general partner of The Airlie Group, L.P. (4) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that there are 135,705,207 shares of the Stock outstanding PAGE 13D CUSIP No. 268613-106 Page 4 of __ Pages _________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dort A. Cameron III _________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] _________________________________________________________________ 3) SEC USE ONLY _________________________________________________________________ 4) SOURCE OF FUNDS Not Applicable _________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Dort A. Cameron III is a citizen of the United States of America. _________________________________________________________________ NUMBER 7) SOLE VOTING POWER OF -0- SHARES _______________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 38,780,940 (1)(2) EACH _______________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON -0- WITH _______________________________________________ 10) SHARED DISPOSITIVE POWER 38,780,940 (1)(2) _________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,780,940 (1)(2) _________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] _________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.6% (3) _________________________________________________________________ 14) TYPE OF REPORTING PERSON IN _________________________________________________________________ (1) Assumes the exercise of Series A Warrants to acquire 20,290,940 shares of the Stock (2) Solely in his capacity as one of two general partners of EBD L.P. (3) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that there are 135,705,207 shares of the Stock outstanding PAGE 13D CUSIP No. 268613-106 Page 5 of __ Pages _________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TMT-FW, Inc. _________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] _________________________________________________________________ 3) SEC USE ONLY _________________________________________________________________ 4) SOURCE OF FUNDS Not Applicable _________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Texas _________________________________________________________________ NUMBER 7) SOLE VOTING POWER OF -0- SHARES _______________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 38,780,940 (1)(2)(3) EACH _______________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON -0- WITH _______________________________________________ 10) SHARED DISPOSITIVE POWER 38,780,940 (1)(2)(3) _________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,780,940 (1)(3) _________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] _________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.6% (4) _________________________________________________________________ 14) TYPE OF REPORTING PERSON CO _________________________________________________________________ (1) Assumes the exercise of Series A Warrants to acquire 20,290,940 shares of the Stock (2) Power is exercised through its President, Thomas M. Taylor (3) Solely in its capacity as one of two general partners of EBD L.P. (4) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that there are 135,705,207 shares of the Stock outstanding PAGE 13D CUSIP No. 268613-106 Page 6 of __ Pages _________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thomas M. Taylor _________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] _________________________________________________________________ 3) SEC USE ONLY _________________________________________________________________ 4) SOURCE OF FUNDS Not Applicable _________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Thomas M. Taylor is a citizen of the United States of America _________________________________________________________________ NUMBER 7) SOLE VOTING POWER OF -0- SHARES _______________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 38,780,940 (1)(2) EACH _______________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON -0- WITH _______________________________________________ 10) SHARED DISPOSITIVE POWER 38,780,940 (1)(2) _________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,780,940 (1)(2) _________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] _________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.6% (3) _________________________________________________________________ 14) TYPE OF REPORTING PERSON IN _________________________________________________________________ (1) Assumes the exercise of Series A Warrants to acquire 20,290,940 shares of the Stock (2) Solely in his capacity as the President of TMI-FW, Inc. (3) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that there are 135,705,207 shares of the Stock outstanding PAGE 13D CUSIP No. 268613-106 Page 7 of __ Pages _________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Milley & Company _________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] _________________________________________________________________ 3) SEC USE ONLY _________________________________________________________________ 4) SOURCE OF FUNDS 00 - Contribution from Stockholder _________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _________________________________________________________________ NUMBER 7) SOLE VOTING POWER OF 3,762,500 (1)(2) SHARES _______________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY -0- EACH _______________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 3,762,500 (1)(2) WITH _______________________________________________ 10) SHARED DISPOSITIVE POWER -0- _________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,762,500 (1) _________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] _________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2% (3) _________________________________________________________________ 14) TYPE OF REPORTING PERSON CO _________________________________________________________________ (1) Assumes the exercise of Series A Warrants to acquire such shares of the Stock (2) Power is exercised through its President, Alexander M. Milley (3) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that there are 119,176,767 shares of the Stock outstanding PAGE 13D CUSIP No. 268613-106 Page 8 of __ Pages _________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alexander M. Milley _________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] _________________________________________________________________ 3) SEC USE ONLY _________________________________________________________________ 4) SOURCE OF FUNDS Not Applicable _________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Alexander M. Milley is a citizen of the United States of America. _________________________________________________________________ NUMBER 7) SOLE VOTING POWER OF 15,762,500 (1)(2) SHARES _______________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY -0- EACH _______________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 15,762,500 (1)(2) WITH _______________________________________________ 10) SHARED DISPOSITIVE POWER -0- _________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,762,500 (1)(2) _________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] _________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.2% (3) _________________________________________________________________ 14) TYPE OF REPORTING PERSON IN _________________________________________________________________ (1) Assumes the exercise by Milley & Company of Series A Warrants to acquire 3,762,500 shares of the Stock and the exercise by ELX Limited Partnership of an option to acquire 9,245,000 shares of the Stock from The Airlie Group, L.P. and of an option to acquire 2,755,000 shares of the Stock from Continental Illinois Equity Corporation (2) Solely in his capacities as the President of Milley & Company and as the sole general partner of ELX Limited Partnership, respectively (3) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that there are 119,176,767 shares of the Stock outstanding PAGE 13D CUSIP No. 268613-106 Page 9 of __ Pages _________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ELX Limited Partnership _________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] _________________________________________________________________ 3) SEC USE ONLY _________________________________________________________________ 4) SOURCE OF FUNDS 00 - Contributions from Partners _________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _________________________________________________________________ NUMBER 7) SOLE VOTING POWER OF 12,000,000 (1)(2) SHARES _______________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY -0- EACH _______________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 12,000,000 (1)(2) WITH _______________________________________________ 10) SHARED DISPOSITIVE POWER -0- _________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,000,000 (1) _________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] _________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.4% (3) _________________________________________________________________ 14) TYPE OF REPORTING PERSON PN _________________________________________________________________ (1) Assumes the exercise of an option to acquire 9,245,000 of such shares from The Airlie Group, L.P. and of an option to acquire 2,755,000 of such shares from Continental Illinois Equity Corporation (2) Power is exercised through its sole general partner, Alexander M. Milley PAGE Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amend their Schedule 13D Statement dated September 8, 1989, as amended by Amendment No. 1 dated October 2, 1989 (the "Schedule 13D"), relating to the Common Stock, par value $0.001 per share (the "Stock"), of ELXSI Corporation (the "Issuer"). Unless otherwise indicated, all defined terms used herein shall have the same meanings respectively ascribed to them in the Schedule 13D. Item 1. Security and Issuer. No material change. Item 2. Identity and Background. Paragraphs (a)-(c) of Item 2 hereby partially are amended by adding at the end thereof, the following: Effective October 18, 1989, TMT-FW, Inc., a Texas corporation ("TMT-FW"), was admitted to a general partner of EBD. As a result of such admission, TMT-FW and its sole stockholder, Thomas M. Taylor ("TMT"), are joining in the Schedule 13D as Reporting Persons. TMT-FW TMT-FW is a Texas corporation. The principal business of TMT-FW is serving as one of two general partners of EBD. The principal business address of TMT-FW, which also serves as its principal office, is 3200 First City Bank Tower, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, the name, residence or business address and present principal occupation or employment of each director, executive officer and controlling person of TMT-FW are as follows: RESIDENCE OR PRINCIPAL OCCUPATION NAME BUSINESS ADDRESS OR EMPLOYMENT Thomas M. Taylor 3200 First City Bank President of Thomas Tower M. Taylor & Co. Fort Worth, Texas 76102 ("Taylor & Co.") W. Robert Cotham 2600 First City Bank Vice President/ Tower Controller of Fort Worth, Texas 76102 Bass Enterprises Production Co. ("BEPCO") Taylor & Co. is a Texas corporation, the principal business of which is the rendering of investment consulting services to third parties. The principal business address of Taylor & Co., which also serves as its principal office, is 3200 First City Bank Tower, Fort Worth, Texas 76102. BEPCO is a Texas corporation. BEPCO's principal business is oil exploration and drilling and producing hydrocarbons. The principal business address of BEPCO, which also serves as its principal office, is 2700 First City Bank Tower, Fort Worth, Texas 76102. TMT See answers above. Paragraphs (a)-(c) of Item 2 hereby further are amended in heir entirety as to EBD and DAC only, as follows: EBD EBD is a Delaware lunette partnership. The principal business of EBD is serving as the sole general partner of TAG. The principal business address of EBD, which also serves as its principal office, is 2000 First City Bank Tower, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to DAC and TMT-FW, the general partners of EBD, is set forth below. DAC DAC's principal occupation or employment is serving as one of two general partners of EBD. DAC's business address is 115 East Putnam Avenue, Greenwich, Connecticut 06830. Item 3. Source and Amount of Funds or Other Consideration. Item 3 hereby is amended in its entirety to read as follows: The source and amount of funds used or to be used by the Reporting Persons to purchase shares of the Stock are as follows: Reporting Person Source of Funds Amount of Funds TAG Working Capital(1) $6,292,187.50(2) EBD Not Applicable Not Applicable DAC Not Applicable Not Applicable TMT-FW Not Applicable Not Applicable TMT Not Applicable Not Applicable MAC Contribution from Stockholder(3) $ 470,312.50(4) AMM Not Applicable Not Applicable ELX Contributions from Partners(3) $1,500,000.00(5) (1) As used herein, the term "Working Capital" includes income from the business operations of the entity plus sums borrowed from banks and brokerage firm margin accounts to operate such business in general. None of the funds reported herein as "Working Capital" were borrowed or otherwise obtained for the specific purpose of acquiring, handling, trading or voting the Stock. (2) This figure represents the aggregate amount of funds that were used by TAG to acquire 24,000,000 shares of the Stock and that were to be used by TAG to acquire 26,337,500 shares of the Stock (assuming the exercise in full of Series A Warrants that were held by it to acquire such shares) prior to the sale described in Item 4 hereof. Therefore such figure does not accurately reflect the aggregate of TAG's current net investment in shares of the Stock and the amount of funds to be used by TAG to acquire the 20,290,940 shares of the Stock issuable to it assuming the exercise in full of its remaining Series A Warrants to acquire such shares, which aggregate net amount totals $4,847,617.50. (3) None of the funds reported herein as "Contribution from Stockholder" or "Contributions from Partners" were borrowed or otherwise obtained for the specific purpose of acquiring, handling, trading or voting the Stock. (4) This figure represents the aggregate amount of funds to be used by MAC to acquire 3,762,500 shares of the Stock (assuming the exercise in full of Series A Warrants held by it to acquire such shares), and does not reflect a $50,000 placement fee paid to MAC by the Issuer. (5) This figure assumes the exercise in full by ELX of its option to acquire up to 9,245,000 shares of the Stock from TAG and of its option to acquire up to 2,755,000 shares of the Stock from Continental Illinois Equity Corporation, as described in Item 4. Item 4. Purpose of Transaction. Item 4 hereby partially is amended by adding at the end thereof, the following: On January 23, 1990, TAG and the Issuer entered into an Agreement (the "Exchange Agreement") pursuant to which TAG 1) exchanged its $1,750,000 principal amount Note for two Notes, one in the principal amount of $1,348,235, and one in the principal amount of $401,765 (the "Continental Note"), 2) exchanged its Series A Warrant to purchase 26,337,500 shares of the Stock for two warrants, one a Series A Warrant to purchase 20,290,940 shares of the Stock (the "New Airlie Warrant") and one a Series B Warrant (the "Continental Warrant") to purchase 604,656 shares of the Issuer's Series A Non-Voting Convertible Preferred Stock, par value $0.002 per share (the "Preferred Stock"), and 3) TAG assigned to Continental 22.958% of TAG's rights under and interest in the Purchase Agreement. Also on January 23, 1990, TAG, MAC, the Issuer and Continental Illinois Equity Corporation, a Delaware corporation ("Continental"), entered into a Stock and Note Purchase Agreement (the "Continental Purchase Agreement") pursuant to which 1) Continental purchased from TAG 5,510,000 shares of Stock, the Continental Note and the Continental Warrant for an aggregate purchase price of $1,090,515. Contemporaneously with the execution of the Continental Purchase Agreement, TAG, MAC, the Issuer and Continental entered into an Amended and Restated Registration Rights Agreement (the "Amended Registration Rights Agreement"), TAG and ELX entered into an Amended and Restated Option Agreement (the "Amended Option Agreement"), Continental and ELX entered into an Option Agreement (the "Continental Option Agreement") and the Issuer and MAC entered into an amendment to MAC's Series A Warrant to purchase up to 3,762,500 shares of Stock (the "MAC Warrant Amendment"). The result of the above- referenced transactions was to place the parties in substantially the same respective positions that they would have been in if Continental had participated in the original transaction previously described in the Schedule 13D. The Continental Purchase Agreement provides that, if the Issuer's Board of Directors requests that TAG purchase Additional Notes pursuant to Section 5.1 of the Purchase Agreement, each of TAG, MAC and Continental shall purchase its pro rata portion of such Additional Notes provided that there is then no Event of Default under any of the Airlie Note, the MAC Note in the principal amount of $250,000 (the "MAC Note") and the Continental Note. The Continental Purchase Agreement also provides that all prepayments by the Issuer under the Airlie Note, the MAC Note and the Continental Note shall be made on a pro rata basis. The terms of the Continental Warrant are substantially identical to those of the New Airlie Warrant except with respect to the underlying security into which the Continental Warrant and the New Airlie Warrant are respectively exercisable. Pursuant to the Issuer's Certificate of Designation, Preferences and Rights of Shares of Series A Non-Voting Convertible Preferred Stock (the "Certificate of Designation"), each share of the Preferred Stock generally is convertible into ten shares of Stock (subject to adjustment) upon the holder's reasonable belief that any of several enumerated conversion events will be consummated. Such conversion events generally include 1) any public offering or public sale of securities of the Issuer or 2) any sale of securities of, or merger, consolidation or similar transaction involving, the Issuer resulting in a change in control of the Issuer. The description set forth herein of the Exchange Agreement, the Continental Purchase Agreement, the Continental Note, the New Airlie Warrant, the Continental Warrant, the Amended Registration Rights Agreement, the Amended Option Agreement, the Continental Option Agreement, the MAC Warrant Amendment and the Certificate of Designation is not, and does not purport to be, complete, and is qualified in its entirety by reference to such documents, which, except for the Certificate of Designation, are attached hereto as Exhibits P-X. The Certificate of Designation is on file with the Delaware Secretary of State. Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j)of Item 4 of Schedule 13D of the Act. Item 5. Interest in Securities of the Issuer. Paragraphs (a)-(b) of Item 5 hereby are amended in their entirety to read as follows: (a) TAG The aggregate number of shares of the Stock that TAG owns beneficially, pursuant to Rule 13d-3 of the Act, is 38,780,940, which constitutes approximately 28.6% of the 135,705,207 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act. EBD Because of its position as the sole general partner of TAG, EBD may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 38,780,940 shares of the Stock, which constitutes approximately 28.6% of the 135,705,207 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act. DAC Because of his position as one of two general partners of EBD, DAC may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 38,780,940 shares of the Stock, which constitutes approximately 28.6% of the 135,705,207 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act. TMT-FW Because of its position as one of two general partners of EBD, TMT-FW may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 38,780,940 shares of the Stock, which constitutes approximately 28.6% of the 135,705,207 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act. TMT In his capacity as President and sole stockholder of TMT-FW, TMT may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 38,780,940 shares of the Stock, which constitutes approximately 28.6% of the 135,705,207 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act. MAC The aggregate number of shares of the Stock that MAC owns beneficially, pursuant to Rule 13d-3 of the Act, is 3,762,500, which constitutes approximately 3.2% of the 119,176,767 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act. AMM Because of his positions as the President and sole stockholder of MAC and as the sole general partner of ELX, AMM may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 15,762,500 shares of the Stock in the aggregate, which constitutes approximately 13.2% of the 119,176,767 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act. ELX The aggregate number of shares of the Stock that ELX owns beneficially, pursuant to Rule 13d-3 of the Act, is 12,000,000, which constitutes approximately 10.4% of the outstanding shares of the Stock. Except as set forth above, to the best of the knowledge of the Reporting Persons, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock. (b) TAG Acting through its sole general partner and assuming the exercise in full of all Series A Warrants held by it, TAG may be deemed to have the sole power to vote or to direct the vote and to dispose or to direct the disposition of 38,780,940 shares of the Stock. EBD Acting through its two general partners and as the sole general partner of TAG, and assuming the exercise in full of all Series A Warrants held by TAG, EBD may be deemed to have the sole power to vote or to direct the vote and to dispose or to direct the disposition of 38,780,940 shares of the Stock. DAC As one of two general partners of EBD and assuming the exercise in full of all Series A Warrants held by TAG, DAC may be deemed to have shared power to vote or to direct the vote and to dispose or to direct the disposition of 38,780,940 shares of the Stock. TMT-FW Acting through its President and as one of two general partners of EBD, and assuming the exercise in full of all Series A Warrants held by TAG, TMT-FW may be deemed to have shared power to vote or to direct the vote and to dispose or to direct the disposition of 38,780,940 shares of the Stock. TMT As the President and sole stockholder of TMT-FW and assuming the exercise in full of all Series A Warrants held by TAG, TMT may be deemed to have shared power to vote or to direct the vote and to dispose or to direct the disposition of 38,780,940 shares of the Stock. MAC Acting through its President and assuming the exercise in full of all Series A Warrants held by it, MAC may be deemed to have the sole power to vote or to direct the vote and to dispose or to direct the disposition of 3,762,500 shares of the Stock. AMM As the President and sole stockholder of MAC and as the sole general partner of ELX, and assuming the exercise in full of all Series A Warrants held by MAC and of the options to acquire 9,245,000 shares of the Stock from TAG and to acquire 2,755,000 shares of the Stock from Continental Illinois Equity Corporation held by ELX, AMM may be deemed to have the sole power to vote or to direct the vote and to dispose or to direct the disposition of 15,762,500 shares of the Stock in the aggregate. ELX Acting through its sole general partner and assuming the exercise in full of its options to acquire 9,245,000 shares of the Stock from TAG and to acquire 2,755,000 shares of the Stock from Continental Illinois Equity Corporation, ELX may be deemed to have the sole power to vote or to direct the vote and to dispose or to direct the disposition of 12,000,000 shares of the Stock. (c)-(e) No material change. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. No material change. Item 7. Material to be Filed as Exhibits. Exhibit A -- Agreement Pursuant to Rule 13d-l(f)(1)(iii), at page 22. Exhibit B -- Stock and Note Purchase Agreement, previously filed with the Schedule 13D. Exhibit C -- Form of Registration Rights Agreement, previously filed with the Schedule 13D. Exhibit D -- Form of Senior Subordinated Note, previously filed with the Schedule 13D. Exhibit E -- Form of Series A Warrant, previously filed with the Schedule 13D. Exhibit F -- Form of Management Agreement, previously filed with the Schedule 13D. Exhibit G -- Form of Standstill Letter, previously filed with the Schedule 13D. Exhibit H -- Option Agreement, previously filed with the Schedule 13D. Exhibit I -- Agreement of Limited Partnership of ELX Limited Partnership, previously filed with the Schedule 13D. Exhibit J -- Press Release, previously filed with the Schedule 13D. Exhibit K -- Power of Attorney of Alexander M. Milley, previously filed with the Schedule 13D. Exhibit L -- Power of Attorney of Milley & Company, previously filed with the Schedule 13D. Exhibit M -- Power of Attorney of ELX Limited Partnership, previously filed with the Schedule 13D. Exhibit N -- Evidence of Authorization, previously filed with the Schedule 13D. Exhibit O -- Press Release, previously filed with Schedule 13D. Exhibit P -- Agreement between ELXSI Corporation and Airlie Group L.P. Exhibit Q -- Stock and Note Purchase Agreement. Exhibit R -- Senior Subordinated Note. Exhibit S -- Series A Warrant. Exhibit T -- Series B Warrant. Exhibit U -- Amended and Restated Registration Rights Agreement. Exhibit V -- Amended and Restated Option Agreement. Exhibit W -- Option Agreement. Exhibit X -- Amendment to Milley & Company Series A Warrant. Exhibit Y -- Power of Attorney of Dort A. Cameron III, page 178. After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: January 29, 1990 THE AIRLIE GROUP, L.P., a Delaware limited partnership By: EBD, L.P., a Delaware limited partnership, General Partner By: TMT-FW, Inc. a Texas corporation, General Partner By: /s/ W. Robert Cotham W. Robert Cotham, Vice President EBD, L.P. , a Delaware limited partnership By: TMT-FW, Inc. a Texas corporation, General Partner By: /s/ W. Robert Cotham W. Robert Cotham, Vice President /s/ W. Robert Cotham W. Robert Cotham, attorney-in-fact for: DORT A. CAMERON, III (1) MILLEY & COMPANY (2) ALEXANDER M. MILLEY (3) ELX LIMITED PARTNERSHIP (4) (1) A Power of Attorney authorizing W. Robert Cotham, et al., to act on behalf of Dort A. Cameron, III, is attached hereto as Exhibit Y. (2) A Power of Attorney authorizing W. Robert Cotham, et al., to act on behalf of Milley & Company is to be filed with the Securities and Exchange Commission. (3) A Power of Attorney authorizing W. Robert Cotham, et al., to act on behalf of Alexander M. Milley is to be filed with the Securities and Exchange Commission. (4) A Power of Attorney authorizing W. Robert Cotham, et al., to act on behalf of ELX Limited with the Securities and Exchange Commission. EXHIBIT "A" Pursuant to Rule 13d-l(f)(iii) of Regulation General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, amended, the undersigned agree that the statement to which this Exhibit is attached is filed on behalf of capacities set forth hereinbelow. THE AIRLIE GROUP, L.P., a Delaware limited partnership By: EBD, L.P., a Delaware limited partnership, General Partner By: TMT-FW, Inc. a Texas corporation, General Partner By: /s/ W. Robert Cotham Robert Cotham, Vice President EBD, L.P. , a Delaware limited partnership By: TMT-FW, Inc. a Texas corporation, General Partner By: /s/ W. Robert Cotham W. Robert Cotham, Vice President /s/ W. Robert Cotham W. Robert Cotham, attorney-in-fact for: DORT A. CAMERON, III (1) MILLEY & COMPANY (2) ALEXANDER M. MILLEY (3) ELX LIMITED PARTNERSHIP (4) (1) A Power of Attorney authorizing W. Robert Cotham, et al., to act on behalf of Dort A. Cameron, III, is attached hereto as Exhibit Y. (2) A Power of Attorney authorizing W. Robert Cotham, et al., to act on behalf of Milley & Company is to be filed with the Securities and Exchange Commission. (3) A Power of Attorney authorizing W. Robert Cotham, et al., to act on behalf of Alexander M. Milley is to be filed with the Securities and Exchange Commission. (4) A Power of Attorney authorizing W. Robert Cotham, et al., to act on behalf of ELX Limited Partnership is to be filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----